By Jon Robinson
Florida-based Baldwin Technology, which develops process-automation equipment and related consumables for the printing industry, signed an agreement to be acquired by Forsyth Baldwin LLC, which is a new company controlled by Forsyth Capital Investors.
The merger agreement also allows Baldwin’s board to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through January 28, 2012. If there is no superior offer, the Forsyth Baldwin transaction is expected to close in the second quarter of 2012, subject to customary approvals and closing conditions.
“The transaction will improve Baldwin’s financial strength and enable it to continue to operate effectively in its current markets and beyond,” stated Mark Becker, CEO of Baldwin. “Forsyth’s financial resources and management experience will accelerate the turnaround of Baldwin already underway. We believe this is a strong transaction for our stockholders, employees, customers and other partners.”
Under the agreement, Baldwin’s stockholders will receive $0.96 in cash for each share of Baldwin Class A or Class B Common Stock, subject to adjustment at closing based on certain criteria, including the extent that the difference between Baldwin’s aggregate cash balances and the balance of aged accounts payable is less than $1.8 million, provided that such adjustments cannot reduce the per share consideration below $0.90.